UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

 Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
                   For the fiscal year ended December 31, 2004

                        Commission file number 333-67232

                                  GenoMed, Inc.
             (Exact name of registrant as specified in its charter)

                  Florida                                       43-1916702
(State or other jurisdiction of incorporation)                 (IRS Employer
                                                             Identification No.)

               9666 Olive Blvd Suite 310 St Louis, Missouri 63132
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number (314) 983-9933

         Securities registered under Section 12(b) of the Exchange Act:

Title of each class                    Name of each exchange on which registered

-------------------                    -----------------------------------------

         Securities registered under Section 12(g) of the Exchange Act:
                                  Common Stock
 ------------------------------------------------------------------------------
                                (Title of class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes |X| No |_|

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. |_|

The issuer's revenues for its most recent fiscal year were $3,186

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60

<PAGE>

days.  (See  definition of affiliate in Rule 12b-2 of the Exchange Act.) Trading
on March 4, 2005 was at a high of $0.081  and a low of $0.075  based on a volume
406,500 shares.

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

     (ISSUERS  INVOLVED IN  BANKRUPTCY  PROCEEDINGS  DURING THE PAST FIVE YEARS)
Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [ ] No [ ]

As of December  31,  2004,  there were  195,232,824  shares of our common  stock
issues and outstanding.  As of March 4, 2005,  there were 197,001,040  shares of
our common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
We have incorporated the following documents by reference.

Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]

<PAGE>

                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2004

<TABLE>
<CAPTION>
<S>                                                                                                              <C>


PART I............................................................................................................1
   Item 1.      Description of Business...........................................................................1
   Item 2.      Description of Property...........................................................................8
   Item 3.      Legal Proceedings.................................................................................8
   Item 4.      Submission of Matters to a Vote of Security Holders...............................................8

PART II...........................................................................................................8
   Item 5.      Market for Common Equity and Related Stockholder Matters..........................................8
   Item 6.      Management's Discussion and Analysis of Financial Condition and Results of Operation.............11
   Item 7.      Financial Statements.............................................................................14
   Item 8.      Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.............15

PART III.........................................................................................................15
   Item 9.      Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of
                the Exchange Act.................................................................................15
   Item 10.     Executive Compensation...........................................................................18
   Item 11.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters...21
   Item 12.     Certain Relationships and Related Transactions...................................................22
   Item 13.     Exhibits and Reports on Form 8-K.................................................................22
   Item 14.     Principal Accountant Fees and Services...........................................................25

</TABLE>


<PAGE>

Forward-Looking Statements

The words or  phrases  "would  be," "will  allow,"  "intends  to," "will  likely
result," "are  expected  to," "will  continue,"  "is  anticipated,"  "estimate,"
"project,"  or similar  expressions  are  intended to identify  "forward-looking
statements."  Actual results could differ materially from those projected in the
forward looking  statements as a result of a number of risks and  uncertainties.
Statements made herein are as of the date of the filing of this Form 10-KSB with
the Securities  and Exchange  Commission and should not be relied upon as of any
subsequent  date.  Unless  otherwise  required  by  applicable  law,  we do  not
undertake   and  we   specifically   disclaim  any   obligation  to  update  any
forward-looking statements to reflect occurrences,  developments,  unanticipated
events or circumstances after the date of such statement.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

                             ORGANIZATIONAL HISTORY

On January 3, 2001, we were formed in the State of Florida under the name e-Kids
Network,  Inc.  to engage in the  e-commerce  business of selling  toys,  games,
merchandise,  and  educational  products.  We were  formed  along  with 12 other
commonly owned companies in accordance  with the March 6, 2001 Bankruptcy  Court
approved  Amended Plan of  Reorganization  of e-Miracle  Network,  Inc.,  United
States Bankruptcy Court,  Southern District of Florida,  Miami Division on March
6, 2001 (Case No.  00-18144-BKC-AJC  So.  Dist.  Fla.) in which the  debtors and
shareholders of e-Miracle  Network,  Inc. were issued shares of our common stock
and the other 12 commonly  owned  companies.  On October 3, 2001, we changed our
name to GenoMed, Inc. We are a development stage company.

On November 9, 2001,  we executed an Agreement  and Plan of Share  Exchange with
Genomic  Medicine,  LLC, a Delaware Limited Liability Company formed on February
9, 2001,  and its sole owner,  whereby we acquired 100% of all of the issued and
outstanding  shares of Genomic  Medicine,  LLC, a Medical  Genomics  development
stage company with no revenue or revenue generating operations.  Under the terms
of this agreement,  we were required to make a $1,000,000  investment in Genomic
Medicine,  LLC during the  initial 12 months from the date of the  agreement  in
return for our immediate  issuance of  12,500,000  shares of our common stock to
Genomic  Medicine's  sole  principal,  Dr. David  Moskowitz,  which we issued on
November  9, 2001.  In  addition,  we agreed to issue an  additional  37,500,000
shares of our common stock to Dr. Moskowitz.  Genomic  Medicine,  LLC's officers
and directors then became our officers and directors,  and Genomic Medicine, LLC
became our wholly owned  subsidiary.  In November 2001, in conjunction  with our
acquisition  of Genomic  Medicine,  LLC, our new and current  Board of Directors
decided to cease doing business in the e-commerce  area of selling toys,  games,
merchandise,  and  educational  products.  We  made  this  decision  due  to the
declining  nature of the  e-commerce  business  and  because we adopted  Genomic
Medicine's business of medical genomics, which we believed held greater business
potential than e-commerce.

We  have  not  been   involved  in  any   material   reclassification,   merger,
consolidation or sale of a significant amount of assets; however, we did acquire
all of the business  interests of Genomic

<PAGE>

Medicine,  LLC as described above. On September 28, 2001, we affected a 50-for-1
forward  stock split.  Prior to this forward  split,  we had  12,076,200  shares
outstanding;  immediately following this forward split we had 603,810,000 shares
outstanding,  500,000,000  shares of which  were  returned  to our  treasury  on
November 8, 2001 by our former President/Chairman of the Board, David Siddons.

As of December 31, 2004, we had 195,232,824 shares  outstanding.  As of December
31, 2004, we had  45,500,000  options  outstanding.  As of March 4, 2005, we had
197,001,040 shares outstanding.

                             HOW YOU MAY CONTACT US

We are located at 9666 Olive Boulevard,  Suite 310 in St. Louis,  Missouri.  Our
telephone number is 314-983-9933.

BUSINESS OVERVIEW

Medical  Genomics is the study of how genes  function in the cause,  progression
and  treatment  of disease.  We are a Medical  Genomics  company that intends to
translate  knowledge of disease genes into the  development  of new  treatments,
better use of existing therapies and creation of more accurate  gene-based tests
for known  diseases.  To date,  we have  developed  treatment  products for four
diseases  (diabetes,  hypertension,  emphysema and  psoriasis) and are currently
studying many more, but we have generated  revenues of only $9,569. We intend to
identify  as many  disease  genes  as  possible  which  contribute  to  specific
diseases, with a concentration on common cancers. These disease associated genes
can then serve as targets for new drug development, enabling the creation of new
medicines for treating  human  diseases and also as an early  warning  system to
diagnose disease in patients before any symptoms occur. Accordingly,  we plan to
develop a comprehensive database of disease-causing genes so that we can predict
with reasonable  confidence what diseases a person may experience  during his or
her lifetime and whether a particular drug is likely to aid treatment.

OUR RESEARCH AND DEVELOPMENT APPROACH

The human genome,  which  contains all the genetic  instructions  for each human
being,  is vast since it  contains  over 3 billion  letters and more than 30,000
genes.  Our research and  development  focuses upon  recording  and  cataloguing
variations in the letters  between two groups:  (a) "cases,"  which refer to the
group of specific patients that have a disease;  and (b) "controls," which refer
to the group of people without the disease.  These variations involve changes in
a  single  letter  or base,  known as a  nucleotide  and so are  called  "single
nucleotide  polymorphisms,"  otherwise known as SNPs. SNPs that appear at a much
higher  frequency among patients with a particular  disease than among people of
the same ethnic group  without  that  disease are defined as  disease-associated
SNPs. How significant the  association is between a  disease-associated  SNP and
the disease can be measured  statistically.  We use SNPs which we believe have a
high  likelihood of being the cause or the functional  part of the disease which
we  refer  to as  regulatory  SNPs.  This  approach  assumes  that  SNPs  in the
regulatory regions of each gene control how much protein is eventually  produced
from that gene. As a result,  we believe that these are the best SNPs to analyze
and include in our database.  The higher the statistical

<PAGE>

correlation between a particular SNP and a given disease,  the more important is
the gene  containing  that SNP for causing the  disease.  Genes with the highest
statistical  correlation  with the  disease  make  excellent  drug  targets  for
treating and/or delaying the onset of a particular disease.

During 2004 we focused solely on identifying genes for common cancers,  since we
believe we can already treat cardio-vascular disease effectively. Cancer-causing
genes affect a large population base with ample  opportunities  for disease-gene
related  products and  services.  The first  samples  collected  involved  lung,
prostate, colon, breast, pancreas and ovarian cancers in Caucasians.

STRATEGY

Long-term goal - Our overriding/long  term goal is to translate,  as rapidly and
as safely as  possible,  the  knowledge  of disease  genes into  better  patient
outcomes by constructing a comprehensive list of disease-causing genes.

Mid-term  goal - Our  mid-term  goal over the next five years is to  construct a
comprehensive database of disease-causing genes using our proprietary technology
and processes so that  physicians can predict with  reasonable  confidence  what
diseases a person may experience  during their lifetime.  This goal will require
us to:

     Establish  strategic partners or alliances with  pharmaceutical  companies,
     health  maintenance  organizations,  biotechnology  companies  and clinical
     diagnostic laboratories to complement our research and development efforts.

     Through  these  strategic  partnerships,  to develop  licensing  or royalty
     revenue from: (a) the use of new drugs for common diseases;  (b) the use of
     existing drugs for new clinical indications;  and (c) gene-based diagnostic
     tests.

OUR SAMPLING AND COLLECTION PROCESS

We intend to sample disease  populations  throughout the world.  We will use the
data   derived   from  our   sampling   to   conduct   comparative   studies  of
disease-predisposition  genes across ethnic groups.  Some genes will be found to
be common for a disease among all of the people of the world,  while other genes
will be private to just one or two closely  related ethnic groups.  Practically,
our sampling and collection process will involve multiple sampling operations on
multiple continents. For instance, with respect to Caucasians, sampling has been
conducted in the United States. If we were to find replication of a disease gene
in multiple populations in the United States, that would be strong evidence that
the disease association is real for Caucasians.  Similarly,  the same disease is
sampled across  multiple  ethnicities  such as African,  Hispanic,  and Asian. A
disease gene  appearing  in more than one ethnic group may be more  important in
causing the disease than a gene which appears in only one ethnic group.

<PAGE>

GENOTYPING

Genotyping consists of two phases: screening,  wherein a relatively small number
of cases and controls are genotyped at a large number of SNPs,  and  validation,
wherein a  considerably  larger  number of cases and controls are genotyped at a
small number of SNPs.

DATA ANALYSIS

Our approach requires analysis of voluminous amounts of data. Using a neural-net
approach, these data can be analyzed on a single desktop computer.

OUR REVENUE MODEL

To date we have earned only $9,569 of revenues.  Our revenue model is based upon
licensing and/or collecting royalties from:

o    Discovery  of new  drugs for  common  diseases  (traditional  biotechnology
     business model);
o    Use of  existing  drugs  for  new  clinical  indications  (Next  Generation
     DM(TM)); and
o    Gene-based diagnostic tests.

Our licensing fees will be derived from our agreements with individual  patients
and  their  physicians.  We will  attempt  to  derive  licensing  fees also from
pharmaceutical  companies,  large  domestic  and foreign  health  care  systems,
disease management companies, and pharmacy benefit management companies.

Currently,  a  patient  can  subscribe  to  our  Clinical  Outcomes  Improvement
Program(TM) for $67 a month. We have seven such agreements.

MARKETING

As a Next Generation Disease Management(TM) company, we have begun marketing our
treatments to our patients directly.  If and when we discover additional disease
associated  genes, we intend to market them to pharmaceutical  companies,  other
biotechnology companies, and diagnostic laboratories. Our marketing program will
be  implemented  and  directed  by our  Chairman  of the  Board/Chief  Executive
Officer,  Dr.  Moskowitz,  who will directly  contact  licensing and development
officers  of these  type  companies.  In  addition,  we  intend  to  enter  into
agreements  with outside  marketing  consultants  who will  actively  market our
products to such companies.

COMPETITION

The gene identification  research and development field is extremely competitive
and is  characterized  by  rapid  technological  change.  Our  competitors  have
substantially  greater  financial,  scientific,  and human  resource,  and, as a
result greater research and product development  capabilities.  In addition, our
competitors have greater experience in marketing  gene-related  products.  These
competitive advantages provide our competitors with greater potential to develop
revenue streams deriving from:

<PAGE>

o    Identification of genes;
o    Establishing uses for genes;
o    Patenting genes;
o    Product development; and
o    Commercialization of products.

Our competitors are located in the United States as well as around the world and
include:

o    Diagnostic companies;
o    Health Care companies;
o    Biotechnology companies;
o    Pharmaceutical companies;
o    University or university-sponsored research organizations; and
o    Government-sponsored research organizations.

Examples of our competition include:

o    Applera  Corporation  which uses  high-speed  gene  sequencers  to discover
     genes, and the TaqMan Assay to score genotypes.
o    United States, British, French, German and Japanese government-financed and
     sponsored  institutes,   universities,  and  not-for-profit  entities  that
     conduct research to identify genes.
o    Research pharmaceutical  companies such as Novartis,  Merck and Glaxo Smith
     Kline,  which  generally  employ  "marker"  polymorphisms  intended  to lie
     physically  close  to  the  disease-causing  genes,  in  comparison  to our
     molecular  epidemiology  approach  employing  polymorphisms  which  may  be
     functional, rather than merely markers.
o    Biotechnology  companies such as Genome  Therapeutics,  Inc. and Millennium
     Pharmaceuticals.

We will attempt to overcome the  competitive  advantages of our  competitors  by
attempting to accomplish the following:

o    Attempt to capitalize  on our core findings by  identifying a class of SNPs
     that appear to cause most common diseases;
o    Using  comparatively  inexpensive  genotyping  in  which  we can type a DNA
     sample at a single SNP for less cost than some of our competitors;
o    Using strategic partnerships with biotechnology  companies,  pharmaceutical
     companies,  large domestic and foreign health care  organizations,  disease
     management  companies,  and pharmacy  benefit  management  companies in our
     attempt to create  revenue  streams that will be used for further  research
     into disease-predisposition genes; and
o    Hiring  consultants  in the  area of  typing  genetic  samples,  collecting
     patient samples,  and computer technical  assistance to save costs compared
     with our having to hire in-house personnel for the same purposes.

GOVERNMENT REGULATION

We will attempt to partner  with  pharmaceutical  or other  companies to develop
biologics or drugs that will treat common diseases. Any drug products that we or
our strategic  partners develop,  prior to marketing in the United States,  will
require  an  extensive   regulatory   approval   process  by  the  Federal  Drug
Administration  regarding  the  testing,  manufacturing,  distribution,  safety,
efficacy,  labeling, storage, record keeping,  advertising and other promotional
practices  of biologics or new drugs.  Federal Drug  Administration  approval or
other  clearances must be obtained before clinical  testing,  manufacturing  and
marketing of biologics and drugs.

The regulatory  process  includes  extensive  pre-clinical  testing and clinical
trials  of each  applied  for  product  which  may take up to  several  years to
complete.  Generally,  in order to gain Federal Drug  Administration  pre-market
approval,  a developer first must conduct  laboratory  studies and  animal-model
studies to gain  preliminary  information on an agent's efficacy and to identify
any safety problems.  The results of these studies are submitted as a part of an
investigational new drug application, which the Federal Drug Administration must
review  before  human  trials  of  an   investigational   drug  can  start.  The
investigational  new drug  application  includes a detailed  description  of the
initial animal studies and human investigation to be undertaken.

For any investigational new drug applications,  we or our strategic partner will
be required to select qualified investigators to supervise the administration of
the products,  and ensure that the investigations are conducted and monitored in
accordance  with  Federal  Drug  Administration   regulations  and  the  general
investigational  plan and protocols  contained in the  investigational  new drug
application.  These qualified  investigators are usually physicians with medical
institutions. Human trials are normally done in three phases:

o    Phase I trials are  concerned  primarily  with the  safety and  preliminary
     activity of the drug and involve  fewer than 100  subjects.  This phase may
     take from six months to over a year to complete.
o    Phase II exploratory trials normally involve a few hundred patients, but in
     some cases may involve  fewer.  Phase II trials are  designed  primarily to
     demonstrate   effectiveness  in  treating  or  diagnosing  the  disease  or
     condition for which the drug is intended,  although short-term side effects
     and risks in people whose health is impaired may also be examined.
o    Phase III  confirmatory  trials are expanded  trials with larger numbers of
     patients which are intended to gather the additional information for proper
     dosage and  labeling of the drug and  demonstrate  its  overall  safety and
     effectiveness.

All three phases  generally  take three to five years,  but may take longer,  to
complete.

The companies from which we may purchase  human blood  products are  responsible
for  registering  with the Federal Drug  Administration's  Center for Biologics,
Evaluation  and Research for  activities  involving  their  collection  of human
blood.  Such  companies  must  also  obtain  a  license  from the  Federal  Drug
Administration's  Center for  Biologics,  Evaluation  and  Research if they ship
blood  through  interstate  commerce.   Based  on  our  discussions  with  these
companies,   we  believe  that  these  companies  have  obtained  the  necessary
registration and license to collect and deliver human blood.

<PAGE>

PRODUCT LIABILITY

The design,  development,  and manufacture of drug products or diagnostic  tests
resulting  from our gene patents  involve an inherent risk of product  liability
claims  and  damage  to our brand  name  reputation.  Such  claims  may  involve
allegations of product failure or harm caused by the drug product.  We currently
do not maintain product liability insurance.

SOURCES AND AVAILABILITY OF RAW MATERIALS

We do not use raw materials in our business.

CUSTOMER DEPENDENCY

Our customers consist of male and female patients and health plans.  Although we
are not currently  dependent and do not plan on being  dependent upon any single
customer or group of customers,  there are no assurances that we will not become
dependent upon a health plan customer in the future.

INTELLECTUAL PROPERTY

We  currently  have four  non-provisional  patents  related to ACE as a "master"
disease  gene,  a  treatment  for lung  immaturity  in  newborns  and a  medical
treatment  for  kidney  failure  that does not  involve  dialysis.  We also hold
additional provisional patents for cancer-associated SNPs and genes.

Our business and competitive  position are dependent upon our ability to protect
our proprietary  technologies,  processes,  databases and  information  systems.
Despite our efforts to protect our proprietary rights,  unauthorized parties may
attempt to obtain and use  information  that we regard as  proprietary.  We will
rely on patent,  trade  secret and  copyright  law and  nondisclosure  and other
contractual arrangements to protect such proprietary  information.  We will file
patent  applications  for our proprietary  methods and devices for novel patient
treatments,  disease-predisposition  genes, discovery of biological pathways and
drug screening for pharmaceutical product development.

There  can  be  no  assurance  that  others  will  not   independently   develop
substantially  equivalent  proprietary  information  and techniques or otherwise
gain access to our proprietary  information  that such  information  will not be
disclosed  or that we can  effectively  protect our rights to  unpatented  trade
secrets or other proprietary information.

GOVERNMENT APPROVAL REQUIREMENTS

As described above, the nature of our business requires approval of patents with
the U.S. Patent and Trademark Office and of any future drugs by the Federal Drug
Administration.  Apart from these approvals,  we are not aware of any government
approval of our potential future products that are required.

<PAGE>

RESEARCH AND DEVELOPMENT

During 2002 and 2003, we spent no funds on research and development.  In 2004 we
spent  $613,709 on research  and  development.  From the period of  inception to
December 31, 2004, we have spent $946,973 on research and development.

COSTS ASSOCIATED WITH ENVIRONMENTAL COMPLIANCE

Our costs associated with environmental  compliance are minimal since we are not
involved in  manufacturing  the product that may be developed as a result of our
genomics  research and  development.  We pay only those costs required to safely
run our house lab. Safety items include sterile supplies,  latex gloves,  safety
glasses etc. Our overall  expenses  have averaged less than $1,000 each year and
are accounted for in the operational  expense line item in the expected  expense
budget.

EMPLOYEES

We have no part-time  employees.  As of December  31,  2004,  we had 6 full-time
employees,  our  Chairman  of the  Board  and  Chief  Executive  Officer,  Chief
Financial Officer (Robyn Owens), Chief Scientific Officer (Paula Hempen),  Chief
Technical Officer (Andrew O'Guin),  Chief of Bioinformatics  (Ali Awan) and Vice
President of Marketing (Ellen Jones).  Dr David Moskowitz is our CEO responsible
for directing our Board of Directors,  overseeing  all research and  development
and  marketing  issues,  and  supervising  all   medically-related   activities.
Additionally,  Dr. David  Moskowitz is  ultimately  responsible  for our overall
administration and operation, including finance, marketing, and personnel.

ITEM 2.  DESCRIPTION OF PROPERTY

In  September  2004 we moved all of our  operations  to a 1903 square feet space
located at 9666 Olive Boulevard,  Suite 310, St. Louis, Missouri 63132, which we
rent pursuant to a five year lease.

ITEM 3.  LEGAL PROCEEDINGS

We are subject to dispute and litigation in the ordinary course of our business.
None of these matters,  in the opinion of our management,  is material or likely
to result in a material  effect on us based upon  information  available at this
time.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

<PAGE>

Our common stock is traded on the Pink Sheets under the symbol GMED.  Quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may  not  represent  actual  transactions.   Below  is  the  market  information
pertaining to the range of high and low bid  information of our common stock for
each quarter within the last two fiscal years:

                  2003                 HIGH               LOW
                  Fourth Qtr.         $0.050            $0.026
                  Third Qtr           $0.035            $0.020
                  Second Qtr          $0.120            $0.007
                  First               $0.015            $0.005

                  2004                 HIGH               LOW
                  Fourth Qtr.         $0.130            $0.051
                  Third Qtr           $0.190            $0.051
                  Second Qtr.         $0.370            $0.115
                  First Qtr.          $0.280            $0.035

No regular  trading market exists for our common stock and there is no assurance
that a regular trading market will develop, or if developed will be sustained. A
shareholder  in all  likelihood,  therefore,  will not be able to  resell  their
securities  should he or she desire to do so when  eligible for public  resales.
Furthermore,  it  is  unlikely  that  a  lending  institution  will  accept  our
securities  as pledged  collateral  for loans  unless a regular  trading  market
develops.

COMMON STOCK. We are authorized to issue 1,000,000,000 shares of common stock at
$.01 par value. As of December 31, 2004,  there were  195,232,824  shares of our
common stock outstanding.  As of March 4, 2005, there were 197,001,040 shares of
common stock outstanding held of record by 636 stockholders.

Holders of our common  stock are  entitled  to one vote per share on each matter
submitted  to vote at any  meeting of  shareholders.  A  majority  of the shares
entitled to vote  constitutes  a quorum at a meeting of the  shareholders.  If a
quorum is present,  the affirmative vote of a majority of the shares represented
at the meeting and  entitled to vote on the subject  matter  shall be the act of
the shareholders unless otherwise provided by law. Directors shall be elected by
a  plurality  of the votes cast by the shares  entitled  to vote at a meeting at
which a quorum is present. Our Board of Directors has authority,  without action
by our shareholders,  to issue all or any portion of the authorized but unissued
shares of common stock,  which would reduce their percentage of ownership of our
common stock and which would dilute the book value of the common stock.

Our  shareholders  have no  preemptive  rights to acquire  additional  shares of
common  stock.  Our common  stock is not  subject to  redemption  and carries no
subscription or conversion  rights. In the event of liquidation,  the holders of
shares of common stock are entitled to share  equally in corporate  assets after
the  satisfaction  of all  liabilities.  Holders of common stock are entitled to
receive such  dividends as the Board of Directors  may from time to time declare
out of funds legally available for the payment of dividends. During the last two
fiscal years,  we have not paid cash dividends on our common stock and we do not
anticipate that we will pay cash dividends in the foreseeable future.

<PAGE>

HOLDERS

As of March 4, 2005, we had 636 holders of record of our common  stock.  We have
one class of common stock outstanding.

PENNY  STOCK  CONSIDERATIONS.  Our  shares  are  "penny  stocks" as that term is
generally  defined in the Securities  Exchange Act of 1934 as equity  securities
with a price of less than $5.00.  Our shares may be subject to rules that impose
sales  practice and  disclosure  requirements  on  broker-dealers  who engage in
certain transactions involving a penny stock.

Under the penny  stock  regulations,  a  broker-dealer  selling a penny stock to
anyone other than an established  customer or "accredited  investor" must make a
special suitability  determination  regarding the purchaser and must receive the
purchaser's  written  consent to the transaction  prior to the sale,  unless the
broker-dealer is otherwise exempt.  Generally, an individual with a net worth in
excess of  $1,000,000  or  annual  income  exceeding  $200,000  individually  or
$300,000 together with his or her spouse is considered an accredited investor.

In addition, under the penny stock regulations the broker-dealer is required to:

o    Deliver,  prior to any  transaction  involving a penny stock,  a disclosure
     schedule prepared by the Securities and Exchange Commission relating to the
     penny  stock  market,  unless  the  broker-dealer  or  the  transaction  is
     otherwise exempt;
o    Disclose  commissions  payable  to the  broker-dealer  and  its  registered
     representatives and current bid and offer quotations for the securities;
o    Send monthly statements  disclosing recent price information  pertaining to
     the penny  stock held in a  customer's  account,  the  account's  value and
     information regarding the limited market in penny stocks; and
o    Make a special  written  determination  that the penny  stock is a suitable
     investment for the purchaser and receive the purchaser's  written agreement
     to the transaction,  prior to conducting any penny stock transaction in the
     customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their
attempt  to  sell  shares  of  our  stock,  which  may  affect  the  ability  of
shareholders  or other holders to sell their shares in the secondary  market and
have the effect of  reducing  the level of  trading  activity  in the  secondary
market. These additional sales practice and disclosure requirements could impede
the  sale  of our  securities  if our  securities  become  publicly  traded.  In
addition,  the liquidity for our  securities may be adversely  affected,  with a
corresponding decrease in the price of our securities. Our shares may someday be
subject to such penny stock rules and our shareholders  will, in all likelihood,
find it difficult to sell their securities.

DIVIDENDS

We have not declared any cash  dividends on our common stock since our inception
and do not anticipate  paying such dividends in the foreseeable  future. We plan
to retain any future  earnings  for use in our  business.  Any  decisions  as to
future payment of dividends  will depend on our earnings and financial  position
and such other  factors as the Board of  Directors  deems  relevant.  We are not
limited in our ability to pay dividends on our securities.

<PAGE>

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We have no  securities  that  are  authorized  for  issuance  under  any  equity
compensation plans.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

Forward-Looking Statements.

The following  discussion and analysis  contains forward looking  statements and
should be read in conjunction  with our financial  statements and related notes.
For purposes of this plan of operations,  GenoMed, Inc. is referred to herein as
"we," "us," or "our." This  discussion  and  analysis  contains  forward-looking
statements  based  on  our  current  expectations,  assumptions,  estimates  and
projections overview. The words or phrases "believe," "expect," "may," "should,"
"anticipates" or similar  expressions are intended to identify  "forward-looking
statements".  Actual results could differ materially from those projected in the
forward-looking statements as a result of the following risks and uncertainties,
which are more fully  discussed in our periodic  filings which are available for
review at www.sec.gov: (a) during 2004, our Plan of Operations was substantially
delayed due to lack of financing; (b) if we are not awarded patents or licenses,
we will never market  potential  products  and our  potential  revenues  will be
negatively  affected;  (c) our business may be adversely  affected by regulatory
costs which would negatively affect our potential profitability; (d) because our
genomics method of gene  identification is a relatively new gene  identification
method,  the public or  prospective  strategic  partners may not accept it as an
acceptable  gene  identification  method,  which  would  negatively  affect  our
operations and potential  revenues;  (e) our competitors may develop and respond
to gene  procedures and products  before us due to their superior  financial and
technical resources and superior technologies;  (f) we may be subject to medical
or  product   liability  claims  that  will  negatively   affect  our  potential
profitability and may lead to losses;  (g) because we will lack control over the
outsourcing of sample  collection,  genotyping  and data  analysis,  our quality
control and brand name reputation may be negatively affected;  (h) if we fail to
recruit test  patients for our clinical  trials,  our  development  of potential
products will be delayed which would negatively  affect our potential  revenues;
(i) if our  strategic  partners  fail  to  obtain  Federal  Drug  Administration
approval,  our costs may increase and our revenues may decrease;  (j) our entire
business plan is dependent upon forming  strategic  alliances or acquisitions or
partnership  alliances with others for which there are no assurances,  and if we
fail to do so we will never  generate any  revenues;  (k) if we fail to abide by
the terms of our acquisition  agreement in which we acquired  Genomic  Medicine,
LLC, the acquisition could be rescinded and we would have no business or ability
to generate revenues; (l) if we fail to conduct adequate due diligence regarding
our strategic  alliances or acquisitions and partnership  alliances,  we will be
subject to increased  costs and  operational  difficulties;  (m) our  management
decisions  are made by our  President/Chief  Executive  Officer/Chairman  of the
Board/ Chief Medical  Officer,  Dr. David Moskowitz and if we lose his services,
our  operations  will be negatively  impacted;  (n) we have issued a substantial
amount of our common stock in  connection  with funding that we obtained,  which
substantially  dilutes the value of your shares;  and (o) we have a  substantial
amount of options outstanding,  which if exercised,  will result in the issuance
of shares of our common stock, which will substantially dilute the value of your
shares.

<PAGE>

PLAN OF OPERATIONS

We have estimated the following expenses totaling $1,703,600 over the next year:

                                              Annual
         Type Expenditures               Estimated Amount
         -------------------            ------------------
         Salaries                           $  600,000
         -------------------            ------------------
         Operating Expenses                 $  200,000
         -------------------            ------------------
         Genotyping                         $  703,600
         -------------------            ------------------
         Sample
         Collection                         $  100,000
         -------------------            ------------------
         Marketing                          $  100,000
         -------------------            ------------------
         Total                              $ 1,703,600
                                        ==================

We intend to satisfy these estimated total  expenditures  through our cash as of
March 15, 2005 of approximately  $302,400 and revenues or a private placement of
our equity Securities.

We have made significant  changes during 2004 due to an increase in investments.
There has been extensive  advertising and marketing in general but  specifically
in the St. Louis area. We have added five full time staff members, three to work
on ongoing  clinical  research,  one for marketing and one for finance.  We have
applied for several  additional  patents,  which has resulted in an increased in
expenses, including attorneys fees.

In the next year, we will focus on validating genotyping,  as well as continuing
to perform screening  genotyping for the common cancers such as lung,  prostate,
colon,  breast and pancreas.  We also plan to continue  processing blood samples
from people with diseases of interest,  purifying DNA and working on provisional
patients.  We will market to several possible  resources  including,  providers,
employers  physicians  and  individuals.  We intend on  securing  funds  through
revenues and private placement of equity securities in additional to the current
Pierpoint Investissement agreement.

Our goal is to  generate  $100,000  in  revenues  from  marketing  in  2005.  To
accomplish this goal, we plan to market directly to the following sources:

1.   Direct to Practioners- MD, DO family practice residency  programs,  general
     internists  and  clinically  oriented  medical  schools  such as Texas Tech
     University, Health Science Center and University of Kentucky-Lexington
2.   Health Plans
3.   Direct to Consumers-Atlanta, Chicago, Washington, DC, New York, Los Angeles
4.   Indian Tribes

<PAGE>

5.   Hispanic and African American Patients
6.   State Medicaid Offices-Missouri Florida Tennessee
7.   Employers
8.   Overseas National Health Services

If  we  have  additional   expenses  that  exceed  our  estimates  and  we  have
insufficient funds at the time or we are unable to obtain sufficient  financing,
then we will be unable to conduct our Plan of  Operations,  which may negatively
impact development of our brand name and reputation. In the event that we do not
obtain  adequate  financing we may have to liquidate  our business and undertake
any or all of the following actions:

o    Sell or dispose of our assets, if any;
o    Pay our liabilities in order of priority,  if we have available cash to pay
     such liabilities;
o    If any  cash  remains  after  we  satisfy  amounts  due  to our  creditors,
     distribute any remaining cash to our shareholders in an amount equal to the
     net market value of our net assets;
o    File a Certificate of Dissolution with the State of Florida to dissolve our
     corporation and close our business;
o    Make the appropriate filings with the Securities and Exchange Commission so
     that we will no longer be  required  to file  periodic  and other  required
     reports with the Securities and Exchange Commission,  if, in fact, we are a
     reporting company at that time; and
o    Make the  appropriate  filings  with the National  Association  of Security
     Dealers to affect a delisting of our common stock,  if, in fact, our common
     stock is trading on the OTC Bulletin Board at that time.

Based  upon our  current  assets,  however,  we will not  have  the  ability  to
distribute any cash to our shareholders.  If we have any liabilities that we are
unable to satisfy and we qualify for protection under the U.S.  Bankruptcy Code,
we may voluntarily file for reorganization under Chapter 11 or liquidation under
Chapter 7. Our  creditors  may also file a Chapter 7 or  Chapter  11  bankruptcy
action  against  us. If our  creditors  or we file for  Chapter 7 or  Chapter 11
bankruptcy,  our creditors will take priority over our shareholders.  If we fail
to file for bankruptcy under Chapter 7 or Chapter 11 and we have creditors, such
creditors may institute proceedings against us seeking forfeiture of our assets,
if any.

We do not know and cannot  determine  which, if any, of these actions we will be
forced to take.

If any of these foregoing events occur, you could lose your entire investment in
our shares.

Liquidity and Capital Resources

Cash at December 31, 2004 amounted to $522,371. We have experienced  significant
losses from our operations.  For the period ended December 31, 2004, we incurred
a net loss of  $4,271.293.  For the period from our inception at January 3, 2001
to December 31, 2004, we incurred a net loss of $7,668,722.

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

                                  GenoMed, Inc.
                          (A Development Stage Company)
                        Consolidated Financial Statements
                                December 31, 2004

<TABLE>
<CAPTION>
<S>                                                                                    <C>

                                                                                           Page
                                                                                        -----------
Report of Independent Registered Public Accounting Firm
     - Stark Winter Schenkirn & Co. LLP                                                     F-1
Report of Independent Registered Public Accounting Firm
     - Rubin, Brown, Gornstein & Co. LLP                                                    F-2
Consolidated Balance Sheet - December 31, 2004                                              F-3
Consolidated Statements of Operations - The Years Ended
     December 31, 2004 and 2003 and the Period From
     Inception (January 3, 2001) to December 31, 2004                                       F-4
Consolidated Statement of Stockholders' Equity
     For the Period From Inception (January 3, 2001)
     to December 31, 2004                                                                   F-5
Consolidated Statement of Cash Flows - The Years Ended
     December 31, 2004 and 2003 and the Period the Period From
     Inception (January 3, 2001)                                                            F-9
Notes to Consolidated Financial Statements                                             F-11 to F-20

</TABLE>

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors
GenoMed, Inc.

We have audited the accompanying  consolidated balance sheet of GenoMed, Inc. (A
Development Stage Company) as of December 31, 2003 and the related  consolidated
statements of  operations,  stockholders'  (deficit) and cash flows for the year
ended  December 31,  2003,  and the period from  inception  (January 3, 2001) to
December 31, 2003.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles used and significant  estimates by management,  as well as evaluating
the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of GenoMed,  Inc. (A
Development  Stage  Company)  as of  December  31,  2003,  and  results  of  its
operations  and its cash flows for the year ended  December  31,  2003,  and the
period from inception (January 3, 2001) to December 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.


Stark Winter Schenkein & Co., LLP
Denver, Colorado

April 5, 2004

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Stockholders and Board of Directors
GenoMed, Inc.

We have audited the accompanying consolidated balance sheet of GenoMed, Inc. and
subsidiary  (A  Development  Stage  Company) as of December  31,  2004,  and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows  for the year  ended  December  31,  2004 and the  period  from  inception
(January 3, 2001) to December  31,  2004.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on our  audit.  The  financial
statements of GenoMed,  Inc. and subsidiary for the year ended December 31, 2003
and for the period from inception  (January 3, 2001) to December 31, 2003,  were
audited by other auditors whose report thereon,  dated April 5, 2004,  expressed
an  unqualified  opinion.  Our  opinion,  insofar as it  relates to the  amounts
included from the period from inception  (January 3, 2001) to December 31, 2003,
is based solely on the report of such other auditors.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates by management, as well as evaluating the overall financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In  our  opinion,  based  on  our  audit  and  report  of  other  auditors,  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material  respects,  the financial  position of GenoMed,  Inc. and subsidiary (A
Development  Stage  Company)  as of  December  31,  2004,  and  results of their
operations  and their cash flows for the year ended  December 31, 2004,  and the
results of their  operations  and their cash flows for the period from inception
(January 3, 2001) to December 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial  statements,  the Company has no guaranteed financing to
fund future  operations and has suffered  recurring  losses from operations that
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/Rubin, Brown, Gornstein & Co., LLP

St. Louis, Missouri
March 30, 2005

<PAGE>

                                  GenoMed, Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                December 31, 2004

<TABLE>
<CAPTION>
<S>                                                                                   <C>

                  ASSETS
                  CURRENT ASSETS:
                        Cash and cash equivalents                                            $522,371
                        Receivables, net of allowance of $27,500                               94,305
                        Inventory                                                              10,530
                        Other current assets                                                    2,220
                                                                                      ----------------
                  Total current assets                                                        629,426

                  PROPERTY AND EQUIPMENT, NET                                                 149,268
                                                                                      ----------------

                                                                                             $778,694
                                                                                      ----------------
                  LIABILITIES AND STOCKHOLDERS' EQUITY
                  CURRENT LIABILITIES:
                        Accounts payable                                                     $ 43,170
                        Accrued expenses                                                      361,378
                        Due to officer                                                         48,906
                                                                                      ----------------
                  Total current liabilities                                                   453,454

                  STOCKHOLDERS' EQUITY:
                        Common stock, $.001 par value,
                        1,000,000,000 shares authorized,
                        195,232,824 shares issued and outstanding                             195,233
                        Additional paid in capital                                          7,758,729
                        Subscribed shares                                                      40,000
                        Deficit accumulated during the development stage                  (7,668,722)
                                                                                      ----------------
                  Total stockholders' equity                                                  325,240
                                                                                      ----------------

                                                                                             $778,694
                                                                                      ----------------
</TABLE>

<PAGE>


                                  GenoMed, Inc.

                          (A Development Stage Company)
                      Consolidated Statements of Operations
                   The Years Ended December 31, 2004 and 2003
      and the Period From Inception (January 3, 2001) to December 31, 2004

<TABLE>
<CAPTION>
<S>                                                                   <C>                <C>                <C>

                                                                       Year Ended         Year Ended        Inception to
                                                                      December 31,       December 31,       December 31,
                                                                          2004               2003               2004
                                                                   ------------------- ------------------ -----------------

Revenue                                                                        $3,186             $6,410            $9,596

Operating expenses:
   Research and development
                                                                              613,709                  -           946,973
   Selling, general and administrative expenses
                                                                            3,666,176          1,219,757         6,576,686
  Impairment of web site
                                                                                    -                  -             6,939
                                                                   ------------------- ------------------ -----------------


                                                                           $4,279,885          1,219,757         7,530,598
                                                                   ------------------- ------------------ -----------------

Loss from operations                                                      (4,276,699)        (1,213,347)       (7,521,002)

Other (income) and expenses:
  Interest income
                                                                              (5,469)                  -           (5,469)
  Interest expense
                                                                                   63             86,000           153,189
                                                                   ------------------- ------------------ -----------------


                                                                              (5,406)             86,000           147,720
                                                                   ------------------- ------------------ -----------------

Net loss                                                                 $(4,271,293)       $(1,299,347)      $(7,668,722)
                                                                   ------------------- ------------------ -----------------

Per share information - basic and diluted:
  Weighted average shares outstanding - basic                             184,110,710        122,830,727       234,599,359
                                                                   ------------------- ------------------ -----------------
  Weighted average shares outstanding - diluted                           184,110,710        122,830,727       234,599,359
                                                                   ------------------- ------------------ -----------------

  Net income (loss) per share - basic                                         $(0.02)            $(0.01)           $(0.03)
                                                                   ------------------- ------------------ -----------------
  Net income (loss) per share - diluted                                       $(0.02)             $0.01)           $(0.03)
                                                                   ------------------- ------------------ -----------------
</TABLE>

<PAGE>


                                  GenoMed, Inc.
                          (A Development Stage Company)
                 Consolidated Statements of Stockholders' Equity
      For the Period From Inception (January 3, 2001) to December 31, 2004


<TABLE>
<CAPTION>
<S>                                           <C>             <C>        <C>            <C>          <C>               <C>
                                                                                                      (Deficit)
                                                                                                     Accumulated
                                                                          Additional   Subscribed     During the
                                                       Common Stock        Paid in       Common      Development
                                                  Shares        Amount     Capital       Shares         Stage             Total
                                              -------------   --------   -----------   -----------   -----------      -------------
Common shares issued for cash
                at $.00002 per share during
                January 2001                   500,000,000    $ 10,000   $        -     $       -    $         -       $    10,000
Common shares issued for
                services at $.00002 per
                share during March 2001        103,810,000       2,076            -             -              -             2,076
Contribution to capital                                  -           -          500
Return of common shares in
                November 2001                 (500,000,000)          -            -             -              -                -
Common shares issued for the
                acquisition of subsidiary
                at $.005 per share during
                November 2001                   12,500,000      12,500       50,000             -              -            62,500
Unissued common shares
                related to the acquisition
                of subsidiary at $.005 per
                share during November 2001               -           -            -       187,500              -           187,500
Stock compensation for
                unissued shares earned by
                consultant                               -           -            -        40,000              -            40,000
Reclassification of paid in
                capital to adjust par value
                of common shares                         -      50,000      (50,500)            -              -
Net (loss) for the period                                -           -            -             -       (516,596)         (516,596)
Balance at December 31, 2001
                                              -------------   --------   -----------   -----------   -----------      -------------
                (Restated)                     116,310,000      75,076            -       227,500       (516,596)         (214,020)

Stock options issued to
                settle employment contract               -           -      144,000             -              -           144,000
Stock options issued for
                services                                 -           -      351,000             -              -           351,000
Issuance of shares
                subscribed for                   4,000,000       4.000      236,000       (40,000)             -           200,000
Contribution of value of
                unissued shares related to
                acquisition                              -           -      187,500      (187,500)             -                 -
Reclassification of amount
                due to shareholder                       -           -      (46,023)            -              -           (46,023)
Reclassification of paid
                in capital                               -      41,234      (41,234)            -              -                 -
Stock compensation for
                unissued shares earned by
                advisory board                           -           -            -         3,000              -             3,000
Unissued shares due pursuant
                to private placement for
                cash at $.013 per share                  -           -            -        10,000              -            10,000
Net (loss) for the year                                  -           -            -             -     (1,581,486)       (1,581,486)
                                              -------------   --------   -----------   -----------   -----------      -------------
Balance at December 31, 2002                   120,310,000     120,310      831,243        13,000     (2,098,082)       (1,133,529)

Stock compensation for
                unissued shares earned by
                advisory board                           -           -            -        12,000              -            12,000
Issuance of subscribed shares                      769,231         769        9,231       (10,000)             -                 -
Value of variable price
                stock options                            -           -      912,000             -              -           912,000
Common shares issued for cash
                at $.01 per share                  187,500         188        1,312             -              -             1,500
Common shares issued for cash
                at $.015 per share               1,666,667       1,667       23,333             -              -            25,000
Common shares issued for cash
                at $.02 per share                2,364,962       2,365       42,635             -              -            45,000
Discount on shares issued
                to affiliate                             -           -       11,950             -              -            11,950
Common shares issued
                as commission                      116,667         116         (116)            -              -                 -
Common shares issued for
                services at $.02 per share          91,000          91        1,729             -              -             1,820
Common shares issued for
                services at $.03 per share         185,000         185        5,365             -              -             5,550
Net (loss) for the year                                  -           -            -             -     (1,299,347)       (1,299,347)
                                              -------------   --------   -----------   -----------   -----------      -------------
Balance at December 31, 2003                   125,691,027     125,691    1,838,682        15,000      3,397,429)       (1,418,056)
Stock compensation for
                unissued shares earned by
                advisory board                           -           -            -        34,500              -            34,500
Issuance of subscribed shares                    1,077,778       1,078        8,422        (9,500)             -                 -
Value of variable price
                stock options                            -           -      600,000             -              -           600,000
Discount on shares issued
                to affiliate                             -           -    2,222,757             -              -         2,222,757
Common shares issued to satisfy
                payable to affiliate            12,737,995      12,738      321,000             -              -           333,738
Forgiveness of debt to affiliate as
                a capital contribution                   -           -    1,000,000             -              -         1,000,000
Common shares issued for cash
                at $.01 per share                  200,000         200        1,800             -              -             2,000
Common shares issued for cash
                at $.02 per share                4,703,669       4,704       95,296             -              -           100,000
Common shares issued for cash
                at $.03 per share               33,464,230      33,464      879,287             -              -           912,751
Common shares issued for cash
                at $.045 per share               6,787,785       6,788      298,662             -              -           305,450
Common shares issued for cash
                at $.05 per share                1,254,668       1,255       62,207             -              -            63,462
Common shares issued for cash
                at $.06 per share                6,012,658       6,012      373,987             -              -           379,999
Common shares issued for services
                at $.02 per share                3,148,014       3,148       45,759             -              -            48,907
Common shares issued for services
                at $.05 per share                   45,000          45        1,980             -              -             2,025
Common shares issued for services
                at $.07 per share                  100,000         100        6,900             -              -             7,000
Common shares issued for services
                at $.20 per share                   10,000          10        1,990             -              -             2,000
Net loss for the year                                    -           -            -             -     (4,271,293)       (4,271,293)
                                              -------------   --------   ------------  -----------   -----------      -------------
Balance at December 31, 2004                   195,232,824    $195,233   $7,758,729     $  40,000    $(7,668,722)      $   325,240
                                              =============   ========   ============  ===========   ===========      =============

</TABLE>

<PAGE>


                                  GenoMed, Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                   The Years Ended December 31, 2004 and 2003
      and the Period From Inception (January 3, 2001) to December 31, 2004

<TABLE>
<CAPTION>
<S>                                                                       <C>                  <C>                     <C>

                                                                           Year Ended           Year Ended             Inception to
                                                                          December 31,         December 31,            December 31,
                                                                              2004                 2003                    2004

                               CASH FLOWS FROM OPERATING ACTIVITIES
                                                           Net loss      (4,271,293)           (1,299,347)               (7,668,722)
                      Adjustments to reconcile net loss to net cash
                                      used in operating activities:
                                      Depreciation and amortization          30,652                28,893                    89,689
                     Common stock issued for services and other non
                                                         cash items         644,795               943,320                 2,532,168
                                          Discount on shares issued       2,222,757                                       2,222,757
                                                                                                         -
                                             Impairment of web site               -                                           6,939
                                                                                                         -
                                             Provision for bad debt          27,500                                          27,500
                                                                                                         -
                                  Change in assets and liabilities:
                                    Increase in accounts receivable        (121,805)                                       (121,805)
                                                                                                         -
                                              Increase in inventory         (10,530)                                        (10,530)
                                                                                                         -
                                   Increase in other current assets          (2,220)                                         (2,220)
                                                                                                         -
                            Increase (decrease) in accounts payable          (4,152)               (3,410)                   43,170
                                       Increase in accrued expenses         361,378                                         361,378
                                                                                                         -
                                       Increase in accounts payable
                                  and accrued expenses - affiliates          31,538               257,482                   547,019
                                         Decrease in due to officer         (48,907)                                        (48,907)
                                                                         -----------              --------               -----------
                              NET CASH USED IN OPERATING ACTIVITIES      (1,140,287)              (73,062)               (2,021,564)
                                                                         -----------              --------               -----------

                               CASH FLOWS FROM INVESTING ACTIVITIES
                                 Purchase of property and equipment         (35,642)                     -                 (237,896)

                          Investment in intangible asset - web site                -                     -                   (8,000)
                                                                         -----------              --------               -----------
                               NET CASH USED IN INVESTING ACTIVITIES        (35,642)                     -                 (245,896)
                                                                         -----------              --------               -----------


                               CASH FLOWS FROM FINANCING ACTIVITIES
                   Increase (decrease) in note payable - affiliates         (77,581)                                         933,419
                                                                                                         -
                                            Contribution to capital               -                                             500
                                                                                                         -
                                      Proceeds from stock issurance       1,764,412                71,500                 1,855,912
                                                                         -----------              --------               -----------
                          NET CASH PROVIDED BY FINANCING ACTIVITIES       1,686,831                71,500                 2,789,831
                                                                         -----------              --------               -----------

               NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         510,902               (1,562)                   522,371

                      CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR          11,469                13,031                         -

                                                                         -----------              --------               -----------
                            CASH AND CASH EQUIVALENTS - END OF YEAR         522,371                11,469                   522,371
                                                                         -----------              --------               -----------



Supplemental cash flow information:
Cash paid for Interest                                                    $       -              $       -                 $      -
Cash paid for income taxes                                                $       -              $       -                 $      -

Non-cash investing and financing activities:
Contribution of value of unissued shares to capital                       $      -               $187,500                  $187,500
Return of common shares for no consideration                              $      -               $       -                 $      -

</TABLE>

<PAGE>


                                  GenoMed, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2004

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The  Company  was  incorporated  on  January  3, 2001 in the State of Florida as
e-Kids  Network.  The  Company  was formed  along with 12 other  commonly  owned
companies in accordance with the March 6, 2001 Bankruptcy Court approved Amended
Plan of  Reorganization  of e-Miracle  Network,  Inc.,  United States Bankruptcy
Court,  Southern District of Florida,  Miami Division on March 6, 2001 (Case No.
00-18144-BKC-AJC  So.  Dist.  Fla.) in which the  debtors  and  shareholders  of
e-Miracle Network, Inc. were issued shares of the Company's common stock and the
other 12  commonly  owned  companies.  The  Company  had no  revenue  generating
operations and incurred only general and administrative expenses associated with
the development of a business plan.  During October 2001 the Company changed its
name to GenoMed,  Inc. GenoMed,  Inc. is a development stage company, as defined
in Statement of  Financial  Accounting  Standards  ("SFAS") 7,  "Accounting  and
Reporting by Development Stage Enterprises".  The Company's intent is to conduct
business as a biotechnology  company.  Prior to its decision to conduct business
in the  biotechnology  industry the Company had no defined business  activities.
The  Company  has chosen  December  31 as its  year-end  and had no  significant
revenue  generating  activity from  inception to December 31, 2004. For the year
ended December 31, 2004, revenues were minimal and the Company had a net loss of
$4,271,293  and,  from January 3, 2001  (inception)  to December  31, 2004,  had
generated a net loss of $7,668.722.  The accompanying  financial  statements for
the year ended December 31, 2004,  have been prepared  assuming the Company will
continue as a going concern.  During the year 2005,  management intends to raise
additional  equity  financing to fund future  operations and provide  additional
working  capital.  However,  there is no assurance  that such  financing will be
consummated  or obtained in  sufficient  amount  necessary to meet the Company's
needs.

Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its wholly owned  subsidiary.  All intercompany  accounts and balances have been
eliminated in consolidation.

Reclassifications

Certain items  previously  reported in the prior year have been  reclassified to
conform to current year presentation.

Revenue Recognition

The Company will recognize  revenue from licensing and royalties.  Revenues from
licensing agreements will be recognized over the term of the license agreements.
Revenues from royalties will be recognized  when earned pursuant to the terms of
the royalty agreements.

<PAGE>

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash  equivalents.  The Company  places its temporary
cash investments with high credit quality financial institutions.  At times such
investments may be in excess of the Federal Deposit Insurance Corporation (FDIC)
insurance limit.

Financial Instruments

Fair value estimates  discussed herein are based upon certain market assumptions
and pertinent  information  available to management as of December 31, 2004. The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximated  their fair  values.  These  financial  instruments  include  cash,
accounts payable,  accrued expenses and notes payable.  Fair values were assumed
to approximate carrying values for these financial  instruments because they are
short term in nature.

Net Income (Loss) Per Common Share

The  Company  calculates  net income  (loss) per share as  required by SFAS 128,
"Earnings per Share." Basic earnings  (loss) per share is calculated by dividing
net income (loss) by the weighted  average  number of common shares  outstanding
for the period.  Diluted earnings (loss) per share is calculated by dividing net
income  (loss) by the  weighted  average  number of common  shares and  dilutive
common stock equivalents outstanding.

In 2004 and 2003,  the  Company  excluded  41,730,475  and  31,512,455  weighted
average common share equivalents, respectively, related to stock options because
their effect would have been anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

Segment Information

The Company follows SFAS 131,  "Disclosures  about Segments of an Enterprise and
Related Information."  Certain information is disclosed,  per SFAS 131, based on
the  way  management  organizes  financial   information  for  making  operating
decisions and assessing performance.  The Company currently operates in a single
segment and will  evaluate  additional  segment  disclosure  requirements  as it
expands its operations.

Income Taxes

The Company follows SFAS 109,  "Accounting for Income Taxes",  for recording the
provision for income  taxes.  Deferred tax assets and  liabilities  are computed
based upon the difference

<PAGE>

between the financial  statement and income tax basis of assets and  liabilities
using  the  enacted  marginal  tax rate  applicable  when the  related  asset or
liability is expected to be realized or settled. Deferred income tax expenses or
benefits  are based on the changes in the asset or  liability  each  period.  If
available evidence suggests that it is more likely than not that some portion or
all of the deferred tax assets will not be  realized,  a valuation  allowance is
required  to reduce the  deferred  tax assets to the amount  that is more likely
than not to be realized. Future changes in such valuation allowance are included
in the provision for deferred income taxes in the period of change.

Research and Development Costs

Research and development costs are charged to expense as incurred.

Stock-Based Compensation

SFAS 123, "Accounting for Stock-Based  Compensation",  encourages,  but does not
require,   companies  to  record  compensation  cost  for  stock-based  employee
compensation  plans at fair  value.  The  Company  has  elected to  account  for
stock-based   compensation  using  the  intrinsic  value  method  prescribed  in
Accounting  Principles  Board  Opinion  25,  "Accounting  for  Stock  Issued  to
Employees"  ("APB 25"). The Company  accounts for equity  instruments  issued to
employees for services based on the fair value of the equity  instruments issued
and accounts for equity  instruments issued to other than employees based on the
fair  value  of the  consideration  received  or the fair  value  of the  equity
instruments, whichever is more reliably measurable.

SFAS 123  requires the Company to provide  proforma  information  regarding  net
income and earnings per share as if  compensation  cost for the Company's  stock
option plans had been  determined in accordance with the fair value based method
prescribed  in SFAS 123. The fair value of the option grants is estimated on the
date of grant utilizing the Black-Scholes option pricing model.

Under the  provisions  of SFAS 123, the Company's net income (loss) and earnings
(loss) per share would have been reduced  (increased)  to the  proforma  amounts
indicated below:

<TABLE>
<CAPTION>
<S>                                             <C>                   <C>

                                                        2004                  2003
                                                --------------------- ---------------------
Net loss, as reported                                   $(4,271,293)          $(1,299,347)
Add:  Stock-based employee compensation
   expense included in reported net loss                     600,000               912,000
Deduct:  Total stock-based employee
   compensation expense determined under fair
   value based methods for all awards                        600,000             (924,000)
                                                --------------------- ---------------------
Proforma net loss                                       $(4,721,293)          $(1,311,347)
                                                ===================== =====================
Loss per share:
   Basic and diluted - as reported                           $(0.02)               $(0.01)
----------------------------------------------- --------------------- ---------------------
   Basic and diluted - Proforma                              $(0.02)               $(0.00)

</TABLE>

Property, Equipment and Depreciation

<PAGE>

Property and equipment are stated at cost.  Depreciation is calculated using the
straight-line method over the useful lives ranging from 5 to 7 years.

Recent Pronouncements

In December  2004,  the FASB issued SFAS  123(R),  "Accounting  for  Stock-Based
Compensation" ("SFAS 123R"). SFAS 123R establishes  standards for accounting for
transactions  in which an entity  exchanges its equity  instruments for goods or
services. SFAS 123R focuses primarily on accounting for transactions in which an
entity obtains employee services in exchange for share-based payments. SFAS 123R
requires that the fair value of such equity instruments be recognized as expense
in the historical financial statements as services are performed.  Prior to SFAS
123R, only certain pro forma disclosures of fair value were required.  SFAS 123R
is effective  beginning  January 1, 2006.  The  adoption of this new  accounting
pronouncement may have a material impact on the Company's financial statements.

In  December  2003,  the FASB issued FASB  Interpretation  46 (revised  December
2003),  "Consolidation of Variable Interest Entities" ("VIE") ("FIN" 46R), which
addresses how a business enterprise should evaluate whether it has a controlling
financial  interest in an entity  through  means  other than  voting  rights and
accordingly should consolidate the entity. FIN 46R replaces FASB  Interpretation
46,  "Consolidation of Variable Interest Entities",  which was issued in January
2003. The Company is required to apply FIN 46R to variable  interests  beginning
December 31,  2004.  For any VIEs that must be  consolidated  under FIN 46R that
were created before January 1, 2004, the assets,  liabilities and noncontrolling
interests of the VIE initially would be measured at their carrying  amounts with
any  difference  between  the net  amount  added to the  balance  sheet  and any
previously  recognized  interest being recognized as the cumulative effect of an
accounting change. If determining the carrying amounts is not practicable,  fair
value at the date FIN 46R  first  applies  may be used to  measure  the  assets,
liabilities  and  noncontrolling  interest of the VIE. The Company does not have
any variable  interest  entities,  and  therefore  experienced  no impact on the
adoption of FIN 46R.

In May  2003,  the FASB  issued  SFAS 150,  "Accounting  for  Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity" ("SFAS 150").
SFAS 150 changes the accounting guidance for certain financial instruments that,
under previous guidance,  could be classified as equity or "mezzanine" equity by
now requiring  those  instruments to be classified as liabilities  (or assets in
some circumstances) on the balance sheet.  Further, SFAS 150 requires disclosure
regarding the terms of those instruments and settlement  alternatives.  SFAS 150
is generally  effective for all financial  instruments  entered into or modified
after May 31,  2003,  and is otherwise  effective at the  beginning of the first
interim  period  beginning  after June 15, 2003. The adoption of SFAS 150 in the
first  quarter  of fiscal  2004 has not had a material  impact on the  Company's
financial position, results of operations or cash flows.

In April  2003,  the FASB  issued  SFAS  149,  "Amendment  of  Statement  133 on
Derivative  Instruments and Hedging  Activities"  ("SFAS 149"), which amends and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
133. The Statement is effective (with certain  exceptions) for contracts entered
into or modified  after June 30, 2003.  The Company does not own any

<PAGE>

derivative  instruments or participate in any hedging activities,  and therefore
experienced no impact of the adoption of SFAS 149.

Note 2. ACQUISITION

During  November  2001 the Company  acquired  all of the issued and  outstanding
shares of Genomic Medicine, LLC ("LLC"), a development stage company involved in
research  and  development,  with no  revenue  generating  operations,  from its
current president (See Note 6). The business  combination has been accounted for
as a  purchase.  The  results of  operations  of LLC have been  included  in the
accompanying financial statements since the date of acquisition. In exchange for
the  membership  interest of LLC the  Company  issued  12,500,000  shares of its
common  stock  valued at $62,500  and agreed to issue an  additional  37,500,000
shares of its common stock during May and November 2002 valued at $187,500.  The
purchase price was allocated as follows:

     Cash                                         $      6,529
     Other current assets                                1,212
     Current liabilities                               (88,929)
     Purchased research and development                331,188
                                                   ------------
                                                  $    250,000
                                                   ============

The assets  acquired and  liabilities  assumed were  recorded at the  historical
basis of LLC. The excess of the purchase price paid over the value of the assets
acquired of $331,188 has been  recorded as purchased  research and  development,
for which  feasibility  had not been  established  and there were no alternative
future uses, and has been charged to operations.

The agreement was amended in March 2002 to reduce the purchase  price to require
the issuance of 12,500,000  shares of common stock and the payment of $46,023 to
affect the  acquisition  (see Note 6). The  reduction of the purchase  price has
been recorded as a capital contribution at the date of the amendment.

In addition,  pursuant to the terms of the agreement the Company was required to
provide working capital aggregating  $1,000,000 to LLC. The Company has arranged
for loans to provide this working capital (see Note 4).

Note 3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

     Furniture and equipment                       $   225,172
     Computer equipment                                 12,724
     Less: accumulated depreciation                     88,628
                                                    -----------
                                                   $   149,268
                                                    ===========

<PAGE>

Depreciation  expense  charged to operations  was $30,652 in 2004 and $28,893 in
2003.

Note 4.  NOTE PAYABLE - AFFILIATE

At  December  31,  2003,  the  Company  had  an  outstanding   note  aggregating
$1,000,000,  which had been advanced by an affiliated  entity by virtue of stock
ownership  in  the  Company.  During  March  2004  the  holder  contributed  the
$1,000,000  principal  balance  of the note to the  capital of the  Company  and
converted the unpaid interest into common shares (see Note 5).

Note 5. STOCKHOLDERS' EQUITY

Common Stock

At inception,  the Company issued  500,000,000 shares of its common stock to its
president for cash aggregating $10,000.

During the periods  covered by these  financial  statements  the Company  issued
shares of common stock for cash and non cash consideration, without registration
under the Securities Act of 1933.  Although the Company  believes that the sales
did not  involve a public  offering of its  securities  and that the Company did
comply with the "safe harbor" exemptions from  registration,  it could be liable
for  rescission of the cash sales and other  penalties if such  exemptions  were
found  not to apply  and this  could  have a  material  negative  impact  on the
Company. To date the Company is unaware of any violations.

During March 2001 the Company issued  103,810,000  shares of its common stock in
exchange  for  services  valued at  $2,076.  This  amount  has been  charged  to
operations during 2001.

During  September 2001 the Company  affected a 50 for 1 forward stock split. All
share and per share amounts have been adjusted to reflect this split.

During  November 2001 the Company's  president  returned  500,000,000  shares of
common stock to the Company for no consideration.

During November 2001 the Company issued 12,500,000 shares of common stock valued
at  $62,500  and agreed to issue  37,500,000  shares of common  stock  valued at
$187,500 in exchange for the membership interest of LLC (see Notes 2 and 6).

Pursuant to the terms of a  consulting  contract  the  Company  recorded a stock
subscription of $40,000 (see Note 6) at December 31, 2001.

During  December 2002 the Company  agreed to issue 769,231  shares of its common
stock  pursuant to a private  placement for cash received  aggregating  $10,000.
These shares were issued in March 2003.

During  2003,  1,064,962  shares of common  stock were issued to the  affiliate.
These  shares have been  issued at a discount  to the fair  market  value of the
shares of $11,950, which has been charged to operations during the year.

<PAGE>

During 2003,  the Company issued 392,667 shares of common stock for services and
commissions.  The fair market value of the shares  issued for services of $7,370
has been charged to operations during the year.

During 2003, the Company issued an aggregate of 4,219,129 shares of common stock
for cash totaling $71,500.

During 2004,  the Company  issued an aggregate  of  10,716,327  shares of common
stock to an affiliate who held the note described in Note 4 for cash aggregating
$480,000.  In addition,  the Company issued 12,737,995 shares of common stock to
this  affiliate  related to the  conversion of $333,738 in debt. The discount on
these shares of $2,222,757 had been charged to operations  during the period. In
addition,  the  affiliate  forgave  the  balance of  $1,000,000  due on the note
payable  described  in Note 4,  which has been  recorded  as a  contribution  to
capital.

During the year ended December 31, 2004, the Company issued  6,981,000 shares of
common stock to Pierpoint Investissements SA ("Pierpoint") and its designees for
$333,950,  respectively,  in cash. These shares were sold at a discount from the
trading price of common stock.  Under the Company's  agreement  with  Pierpoint,
Pierpoint is entitled to 5,000,000  warrants to purchase our common stock with a
strike price fixed at the 30-day  average  immediately  prior to the exercise of
the warrants less a discount of 50% with a two-year  expiration date from issue.
As of  December  31,  2004 the  warrants  to  Pierpoint  had been earned but not
issued.

Stock-based Compensation

During the year ended  December 31, 2003 the Company  issued options to purchase
shares  of  common  stock  to two  officers  and  certain  other  employees  and
consultants.  Compensation  costs related to these options charged to operations
aggregated  was $600,000  during 2004 and $912,000  during 2003 (see Note 6). No
options to purchase shares of common stock were issued during 2004.

A summary of stock option activity is as follows:

                                                 Weighted          Weighted
                                 Number of       average           average
                                 Shares          exercise price    fair value
                                 --------------- ----------------- -------------
Balance at December 31, 2001                 --              $--           $--
Granted                              47,278,100            .003          .040
Exercised                                    --               --            --
Forfeited                                    --               --            --
                                 --------------- ----------------- -------------
Balance at December 31, 2002         47,278,100            .003          .040
Granted                                 956,731            .050          .010
Exercised                                    --               --            --
Forfeited                                    --               --            --
                                 --------------- ----------------- -------------
Balance at December 31, 2003         48,234,831            .004          .040

<PAGE>

Granted                                      --               --            --
Exercised                           (1,969,231)          (.024)        (0.146)
Forfeited                             (765,600)          (.027)         (.017)
                                 --------------- ----------------- -------------
Balance at December 31, 2004         45,500,000          $0.011        $0.011
                                 =============== ================= =============


The following table summarizes  information  about stock options at December 31,
2004:

<TABLE>
<CAPTION>
<S>                <C>                <C>              <C>                <C>              <C>

Outstanding                                                               Exerciseable
                   Weighted           Weighted         Weighted
                   Average            Average          Average
Exercise           Number             Contractual      Exercise           Number           Exercise
Price              Outstanding        Life             Price              Exercisable      Price

$0.002               6,000,000        7.75 years         $0.002             6,000,000       $0.002
$0.006               2,000,000        0.17 years         $0.006             2,000,000       $0.006
$0.010              37,500,000         7.5 years         $0.010            37,500,000       $0.010
               ------------------                                     ----------------
                    45,500,000                                             45,500,000
               ==================                                     ================

</TABLE>

Note 6. COMMITMENTS

During August 2001 the Company entered into a five-year employment contract with
an officer. The contract calls for annual salary payments of $135,000 per year.

During November 2001 the Company  entered into a one year  consulting  agreement
with  Research  Capital,  which is  automatically  renewable for one year if not
cancelled by either party.  Pursuant to the agreement the  consultant  agreed to
provide  financial and public  relations  services to the Company and to provide
$1,000,000 in working  capital (see Notes 2 and 4). In addition,  the consultant
agreed to assist the Company in raising  $5,000,000 through a private placement.
As  consideration  for the services the consultant  agreed to accept $20,000 per
month  payable  in  common  shares  of the  Company.  During  February  2002 the
consultant  agreed to accept  4,000,000  shares of the company's common stock as
payment in full for the  consulting  services.  The shares issued were valued at
their fair  market  value of $.06 per share.  This  agreement  was not  renewed.
During  October  2003 the  Company  granted  this  entity the right to  purchase
$500,000 in common stock  through  October 1, 2004 at a 40% discount from market
price.  During November and December 2003 this entity  purchased an aggregate of
1,064,962  common  shares for $20,000.  During  January and March 2004  Research
Capital  purchased an aggregate  of  10,716,327  shares of common stock for cash
aggregating  $480,000.  Research  Capital  also forgave  $1,000,000  of the note
payable  described in Note 4 and  contributed  the balance to the capital of the
Company as a result of the funding  described  above.  In addition,  $153,081 in
accrued  interest and $180,657 in other advances were converted into  12,737,995
shares of common stock.

<PAGE>

During 2004 and 2003 the Company  charged an aggregate of $34,500 and $12,000 to
operations  pursuant to  agreements  to issue  shares of common stock at various
dates in accordance with the terms of advisory board  contracts.  As of December
31, 2004,  225,000  shares had been earned and had not been  issued.  The shares
have been valued at the trading price of the stock as of the  measurement  date.
The above amount has been included as subscribed common shares. Through December
31,  2004,  an  aggregate  of 975,000  shares with a value of $78,750  have been
earned pursuant to the advisory board contracts.

During March 2002 the Company granted an officer options to purchase  37,500,000
shares of common  stock at an exercise  price of 20% of the fair market value of
the common stock on the exercise date. The options may be exercised after May 6,
2002 for a period of 10 years as to  12,500,000  options  and after  November 6,
2002 for a period of 10 years as to 25,000,000 options. During 2004 and 2003 the
Company  charged an aggregate of $600,000 and $912,000 to operations  related to
these options.

In  addition,  this  officer  is  entitled  to receive a  performance  option to
purchase up to 100,000,000 common shares for a period of 10 years at an exercise
price of 20% of the fair market value of the common stock on the exercise  date.
The performance  options will only be granted to the officer upon the occurrence
of future  specified  events.  The  discount  from the fair market  value of the
common stock related to the performance options will be charged to operations at
such time as they are earned.

On September 5, 2003, the Company  entered into an agreement with PhenoMed,  Sdn
BHd (a  development  stage company with no  significant  assets,  liabilities or
operations), doing business as PhenoMed, a Malaysian corporation. This agreement
provides that:

o    PhenoMed  will have the  exclusive  rights to offer the  Company's  genomic
     medical  technologies and disease  management  therapeutics to customers in
     the Asia Pacific region;
o    The Company will license to PhenoMed all  necessary  technology,  know how,
     and  processes  required for PhenoMed to implement  the  Company's  disease
     management program throughout the region;
o    The Company and PhenoMed agree to share equally  (50-50) in the net profits
     obtained from the licensing and sale of the disease management services and
     related services sold anywhere throughout the Asia - Pacific region;
o    Genotyping  services  provided by the Company to PhenoMed will be priced at
     $0.50 per genotype;
o    Any  of  PhenoMed  third  party  genotyping  contracts  will  abide  by the
     contracted royalty payment and transfer terms the Company has made with any
     of our genotyping subcontractors;
o    PhenoMed will grant the Company 15% of the common equity in PhenoMed.

In May 2004,  the Company  signed an  agreement  with  Genome  Quebec to begin a
large-scale  genotyping  project to find genes  which the Company  believes  may
cause common cancers.  Genome Quebec will perform the genotyping and provide the
Company with data about the genes it  analyzes.  The cost of this project to the
Company will be  approximately  $1,000,000.  During the year ended  December 31,
2004, the Company  incurred  $595,983  related to this project.  These costs are
included in research and development on the statement of operations.

<PAGE>

In July 2004, the Company signed a five-year  lease for 1,903 square feet of new
office space in St. Louis, Missouri at an initial annual rental rate of $26,642,
escalating to $32,351 in year five. Total rent paid in 2004 amounted to $10,604.

We are subject to dispute and  litigation  in the  ordinary  course of business.
None of these matters,  in the opinion of  management,  is material or likely to
result in a material effect on the Company based upon  information  available at
this time.

Note 7. INCOME TAXES

The Company  accounts for income taxes under SFAS 109, which requires use of the
liability method. SFAS 109 provides that deferred tax assets and liabilities are
recorded  based  on  the  differences  between  the  tax  bases  of  assets  and
liabilities  and  their  carrying  amounts  for  financial  reporting  purposes,
referred to as temporary differences. Deferred tax assets and liabilities at the
end of each period are determined using the currently  enacted tax rates applied
to  taxable  income  in the  periods  in  which  the  deferred  tax  assets  and
liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount  computed by applying the
statutory  federal income tax rate to income before  provision for income taxes.
The sources and tax effects of the differences are as follows:

     Income tax provision at the federal statutory rate              34%
     Deferred tax asset valuation allowance                         (34)%
                                                                  -----
                                                                      -

As of December 31, 2004,  the Company has a net operating loss  carryforward  of
approximately  $3,500,000.  This loss will be available to offset future taxable
income. If not used, the carryforward will begin to expire in 2021. The deferred
tax  asset  relating  to  the  operating  loss   carryforward  of  approximately
$1,200,000 has been fully reserved at December 31, 2004. This  carryforward  may
be  limited as to use in any  particular  year based on  Internal  Revenue  Code
sections related to change of ownership restrictions.

<PAGE>


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

On July 19, 2004,  we  dismissed,  with the approval of our board of  directors,
Stark Winter Schenkein & Co., LLP ("SWS") as our independent auditor. During our
two most recent fiscal years (the year ended 2003 and the period from January 1,
2004 to the  date we  dismissed  SWS),  SWS did not  issue an  adverse  opinion,
disclaimer  of  opinion  or  modification  or  qualification  of  opinion of our
financial statements,  except that the financial statements for the period ended
December 31, 2001, and the year ended December 31, 2002 contained  going concern
qualifications.  There  has  been no  disagreement  with  SWS on any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which,  if not resolved to the  satisfaction  of SWS, would
have caused it to make  reference to the subject matter of the  disagreement  in
connection with its report.

ITEM 8A.  CONTROLS AND PROCEDURES.

There were no changes in our internal  control over financial  reporting  during
the year ended December 31, 2004 that have materially affected or are reasonably
likely to materially affect our internal control over financial reporting.

Our Chief Executive  Officer and Chief Financial  Officer do not have accounting
or finance  backgrounds or formal  training in accounting,  finance or financial
reporting.  We  can  give  no  assurance  that  our  procedures  for  monitoring
disclosure  controls and procedures or internal control over financial reporting
are adequate.

Our lack of experience in accounting, finance and financial reporting represents
a material weakness in our disclosure controls and procedures.

ITEM 8B.  OTHER INFORMATION.

None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

Our Board of Directors elects our executive officers  annually.  A majority vote
of the directors who are in office is required to fill vacancies.  Each director
shall be elected for the term of one year,  and until his  successor  is elected
and qualified,  or until his earlier resignation or removal.  Our bylaws provide
that we have at least one director.  Our directors and executive officers are as
follows:

The names and ages of our  executive  officers and  directors as of December 31,
2004:

<TABLE>
<CAPTION>
<S>                              <C>        <C>                                 <C>

Name                             Age        Position                            Current term  to expire
---------------------            --------   -----------------------             -----------------------

<PAGE>

David W. Moskowitz                 53       Director,  Chief                    February 2005
                                            Executive Officer and
                                            Chairman of the Board
---------------------            --------   -----------------------             -----------------------
Richard A. Kranitz                 64       Secretary and Director              February 2005
---------------------            --------   -----------------------             -----------------------
Robyn Owens                         45      Chief Financial Officer
---------------------            --------   -----------------------             -----------------------
Paula Hempen                        33      Chief Scientific Officer
---------------------            --------   -----------------------             -----------------------
Ali Awan                            22      Chief Bioinformatics
---------------------            --------   -----------------------             -----------------------

</TABLE>

Directors  serve for a one year term. Our Bylaws state:  the number of directors
of the  corporation  shall be not less than one (1) nor more than fifteen  (15),
the  number of the same to be fixed by the Board of  Directors  at any annual or
special  meeting.  Each director shall hold office until the next annual meeting
of stockholders and until such director's successor shall have been duly elected
and shall have  qualified,  unless  such  director  dies  sooner,  resigns or is
removed by the stockholders at any annual or special meeting. The annual meeting
of the stockholders is expected to occur in May or June of 2005.

DR. DAVID W.  MOSKOWITZ.  Dr.  Moskowitz  has been our Chairman of the Board and
Chief Medical  Officer since our inception in November  2001.  Since October 22,
2002,  Dr.  Moskowitz  has been our  Chairman  of the Board and Chief  Executive
Officer. From February 2001 to October 2001, Dr. Moskowitz was the President and
Chief Executive Officer of Monopath,  LLC, a medical genomics company registered
as a limited liability company in Delaware.  From February 1998 to January 2001,
Dr.  Moskowitz  was the founder and President of DzGenes,  LLC, a  Biotechnology
company  located in St.  Louis,  Missouri.  From January 1990 to June 1998,  Dr.
Moskowitz was an Assistant  Professor with the Department of Pharmacological and
Physiological  Science, St. Louis University School of Medicine,  located in St.
Louis,  Missouri.  From July 1987 to June 1998,  Dr.  Moskowitz was an Assistant
Professor with the Nephrology Division of the Department of Internal Medicine at
the St. Louis University School of Medicine located in St. Louis,  Missouri.  In
1974, Dr. Moskowitz graduated Summa Cum Laude from Harvard College with a degree
in Chemistry.  In 1976,  Dr.  Moskowitz  graduated with First Class Honours from
Merton College,  Oxford  University with an Honours B.A. degree in Biochemistry.
In  1983,  he took his M.A.  from  Oxford  University.  In 1980,  Dr.  Moskowitz
received  an MD  degree  from  Harvard  Medical  School-MIT  Division  in Health
Sciences and Technology where he graduated Cum Laude.

RICHARD A. KRANITZ.  Mr. Kranitz has been our Corporate Secretary and one of our
Directors  since December 2, 2001.  Since 1970, Mr. Kranitz has been an attorney
in private practice with  concentration in the areas of securities,  banking and
business law. In 1969,  Mr.  Kranitz  graduated from the University of Wisconsin
Law School with a Juris Doctor Degree.  In 1966, Mr. Kranitz  graduated from the
University of Wisconsin with a BS degree in Political  Science.  Since 1990, Mr.
Kranitz has been a Director of Grafton  State Bank, a subsidiary  of Merchants &
Manufacturers Bancorporation (symbol: MMBI). Since January 1990, Mr. Kranitz has
been a

<PAGE>

Director of Harp & Eagle, Ltd. (symbol: HARP). Since March 2000, Mr. Kranitz has
been a Director of Mentor Capital Consultants, Inc., (symbol MCAP).

ROBYN OWENS.  Ms.  Owens has over twenty  years'  experience  in the health care
industry,  she has  worked  on  both  the  payor  and the  providers  side.  Her
experience  includes  claims  customer  service and  educating  new providers in
managed care. She negotiated  physician and hospital  contracts for Group Health
Plan, a large HMO in St.  Louis.  She  educated  providers  about  documentation
requirements to increase revenue as a Reimbursement Specialist for Spectrum, the
administrator  for  OCHAMPUS.  OCHAMPUS  is the  healthcare  system  for tens of
millions of military dependents worldwide. Most recently, she negotiated managed
care  contracts  for a network of  physical  therapy  providers,  including  SSM
Healthcare.  She is a member of Group  Health  Association  of America,  Medical
Group Managers Association, and National Association of Female Executives.

PAULA HEMPEN. Dr. Hempen has extensive  research  experience in cancer genetics,
the regulation of gene transcription, immunology, and genomics. Dr. Hempen spent
the last three years in the  laboratory  of Dr. Scott Kern at the Sydney  Kimmel
Comprehensive Cancer Center at Johns Hopkins University in Baltimore,  Maryland.
Dr.  Hempen's  research  at  Hopkins  led to the  discovery  of  two  new  tumor
suppressor  genes  in  pancreatic   cancer.  Her  findings  have  recently  been
published.

ALI AWAN. Mr. Awan is a graduate of Stanford  University.  After  completing his
Bachelor's  degree  (majoring  in  Biological  Sciences,  minoring  in  Computer
Science) with  distinction,  his interest in the interface  between  biology and
computer  science  led  him to a  Master's  degree  in  Bioinformatics,  also at
Stanford. Ali has programmed  bioinformatics  projects in Perl and Java for data
mining and pattern discovery.  His work has also involved extensive  application
of internet  technology  including  HTML,  CSS,  CGI,  XML, and SQL for database
development and  maintenance.  On the purely  biological side, his projects have
included  carrying out genetic  screens on C. elegans to isolate innate immunity
mutations,   and  implementing  species  specific  primers  to  distinguish  rat
transcipts from mouse transcripts in rat-mouse heterokaryons.

SIGNIFICANT EMPLOYEES

Other than those listed above, we have no other significant employees:

FAMILY RELATIONSHIPS

There are no family relationships among our officers and directors.

LEGAL PROCEEDINGS

There have been no legal proceedings to disclose.

Section 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities  Exchange Act of 1934 requires the our executive
officers, directors and persons who beneficially own more than 10% of our common
stock to file initial  reports of ownership  and reports of changes in ownership
with the SEC.  Such persons are

<PAGE>

required by SEC regulations to furnish us with copies of all Section 16(a) forms
filed by such persons.

Based  solely on our review of such forms  furnished  to us and  representations
from  certain  reporting  persons,  we  believe  that  all  filing  requirements
applicable to our executive  officers,  directors and more than 10% stockholders
were complied with during the most recent fiscal year, ended December 31, 2004.

CODE OF ETHICS

We do not  currently  have a code of  ethics in  place,  however,  we are in the
process of  developing  such a code.  The code of ethics will be  completed  and
posted to our website within sixty days.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth summary  information  concerning the compensation
received for services rendered to it during the current year and the years ended
December 31, 2001, 2002, 2003,  respectively,  by our only executive officer who
received aggregate  compensation during our last fiscal year which exceeded,  or
would exceed on an annualized basis, $100,000.

<TABLE>
<CAPTION>
<S>              <C>     <C>           <C>      <C>             <C>          <C>            <C>         <C>

--------------------------------------------------------------------------------------------------------------------
                                            SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------------------------
                                                                Long Term Compensation
                                                                ----------------------
                                 Annual Compensation                   Awards                      Payouts
                         -----------------------------------    --------------------------  ------------------------
   Name and      Year    Salary ($)    Bonus    Other Annual    Restricted    Securities    LTIP         All Other
  Principle                             ($)     Compensation       Stock      Underlying    Payouts     Compensation
   Position                                          ($)         Award(s)    Options/ SARS     ($)          ($)
                                                                    ($)           (#)

    David        2002     $135,000       0            0              0       See footnote*
  Moskowitz
 Chairman of
  the Board
                 2003     $135,000
                 2004     $135,000       0            0              0             0

 Jerry White     2002     $75,521        0            0              0         6,000,000
    Prior                   See                                                options -
 President /             footnote**                                               see
     CEO                                                                      footnote**

</TABLE>

* On March 18,  2002,  we entered  into an  agreement  with our  Chairman of the
Board, Dr. David Moskowitz, in which we granted officer options to Dr. Moskowitz
to purchase 37,500,000 shares of our common stock at an exercise price of 20% of
the fair market value of the common stock on the exercise  date. The options may
be  exercised  after  May 6,  2002 for a period  of ten  years as to  12,500,000
options and after  November  6, 2002 for a period of ten years as to  25,000,000

<PAGE>

options. In addition, Dr. Moskowitz was granted a performance option to purchase
up to  100,000,000  common shares for a period of ten years at an exercise price
of 20% of the fair market value of the common stock on the  exercise  date.  The
performance  options  will  only be  granted  to Dr.  Moskowitz  based  upon the
occurrence of any of the following "Triggering Events:"

o    Gross Profit  Triggering  Event - Dr. Moskowitz will be entitled to receive
     one option to purchase  one share of our common stock for every one cent of
     gross  profit we  produce,  up to a maximum  of  100,000,000  shares of our
     common stock; or
o    Exchange  Triggering  Event - Dr.  Moskowitz will be entitled to receive an
     option to  purchase  up to  100,000,000  shares of our  common  stock if we
     become  listed and quoted on the  NASDAQ  Small Cap or the NASDAQ  National
     Market Systems Exchange; or
o    Sale Triggering Event - Dr. Moskowitz will be entitled to receive an option
     to purchase up to 100,000,000 shares of common stock if we are purchased or
     acquired by a larger biotech firm for a minimum of $100,000,000 in value.

We have no compensation committee or other board committee performing equivalent
functions. Dr. Moskowitz, our Chairman of the Board, and Mr. White, our previous
President  and Chief  Executive  Officer  who  resigned  on  October  21,  2002,
participated in  deliberations  of our Board of Directors  concerning  executive
officer compensation.

We have an August 10, 2001 employment  agreement with our Chairman of the Board,
David Moskowitz,  providing for a $135,000 annual salary. This agreement expires
on August 15,  2003,  but  provides  for  unlimited  automatic  one year  period
extensions.

** Our prior  President/Chief  Executive  Officer,  Jerry White, who resigned on
October 21, 2002, was granted options to purchase 6,000,000 shares of our common
stock according to the Settlement Agreement between Mr. White and us.

** Mr.  White  received  $75,521  during  2002 as salary  compensation  until he
resigned on October 21, 2002.

** On November 15, 2001 we entered into a five year  employment  agreement  with
our previous President/Chief  Executive Officer, Jerry E. White, providing for a
$125,000  annual salary.  The agreement  provided that Mr. White was entitled to
receive  5,000,000  shares of our common  stock  payable at the end of each full
year  of his  employment.  Because  we  employed  Mr.  White  during  2001  as a
consultant  for a total  of only  one and  one-half  months  based  on a  verbal
agreement  we had with Mr.  White,  he was not entitled to receive and, in fact,
did not receive any stock compensation  during 2001. Mr. White was not scheduled
to  receive  his first  5,000,000  shares of our common  stock  until the end of
December  2002.  On October  21,  2002,  Mr.  White  resigned  his  position  as
President/Chief  Executive  Officer.  On October  25,  2002,  we entered  into a
Settlement  Agreement  with Mr. White  whereby Mr. White was granted  options to
purchase  6,000,000 shares of our common stock. The options may be exercised for
a period of ten years or until  October 25, 2012 at an exercise  price per share
of twenty  percent of the average of the bid and ask of the common  stock at the
close of business on October 25, 2002 which was $0.0265.

If no "Triggering  Event" has occurred by November 9, 2006, we are not obligated
to grant the performance option.

<PAGE>

Options/SAR Grants in Last Fiscal Year (2004)
---------------------------------------------
There were no Option/SAR Grants made during 2004, our last completed
fiscal year, to any of our executive officers.
--------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                 <C>              <C>               <C>              <C>

                                                     % of Total
                                    Number           Options
Name and                            Securities       Granted To        Exercise
Principle                           Underlying       Employees         or               Expiration
Position                            Options          in 2003           Base Price       Date
-------------------                 ------------     ----------        ------------     ------------
David Moskowitz
Chairman of the
Board and Chief
Executive                                                              Not              Not
Officer                             0                0                 applicable       applicable
-------------------                 ------------     ----------        ------------     ------------
Richard Kranitz                                                        Not              Not
Secretary/Director                  0                0                 applicable       applicable
---------------------------------------------------------------------------------------------------------
TOTAL                               0                0

</TABLE>

<TABLE>
<CAPTION>
<S>                            <C>          <C>             <C>                         <C>

------------------------------------------------------------------------------------------------------------
Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
------------------------------------------------------------------------------------------------------------

                                                            Number of Securities        Value of Unexercised
                                                            Underlying Unexercised      In-the Money
                               Shares       Value           Options/SARs at FY-End      Options/SARs
                                                                                        at FY-End
                               Acquired on  Realized                                    ($) Exercisable/
                               Name         Exercise (#)    ($)                         Unexercisable
------------------------------------------------------------------------------------------------------------
David Moskowitz Chairman
of the Board and Chief         Not          Not
Executive Officer              applicable   applicable      38,500,000 / 0              $308,500 / $0 (1)


Richard A. Kranitz             Not          Not             1,000,000 / 0               $31,000 / $0 (2)
Secretary, Director            applicable   applicable
------------------------------------------------------------------------------------------------------------

</TABLE>

(1) The  value  of the  unexercised  in-the-money  options  at  fiscal  year end
(December  31, 2003) is  calculated as follows:  1,000,000  are  exercisable  at
$0.006 per share;  37,500,000 are exercisable at 20% of the fair market value of
the common stock on the exercise date. The value of the common stock on December
31, 2003 was $0.037 per share.  The  options  were not  exercised,  but had they
been, the value would have been as reflected  above. In addition,  Dr. Moskowitz
was granted a performance option to purchase up to 100,000,000 common shares for
a period of ten years at an exercise  price of 20% of the fair  market  value of
the common  stock on the exercise  date.  The  performance  options will only be
granted to Dr.  Moskowitz  based  upon the  occurrence  of any of the  following
"Triggering  Events:" (1) Gross Profit  Triggering Event - Dr. Moskowitz will be
entitled  to receive one option to  purchase  one share of our common  stock for
every one

<PAGE>

cent of gross profit we produce,  up to a maximum of  100,000,000  shares of our
common stock; or (2) Exchange  Triggering Event - Dr. Moskowitz will be entitled
to receive an option to purchase up to 100,000,000 shares of our common stock if
we become  listed  and quoted on the  NASDAQ  Small Cap or the  NASDAQ  National
Market Systems  Exchange;  or (3) Sale Triggering  Event - Dr. Moskowitz will be
entitled  to receive an option to purchase  up to  100,000,000  shares of common
stock if we are purchased or acquired by a larger  biotech firm for a minimum of
$100,000,000  in value.  If no  "Triggering  Event" has  occurred by November 9,
2006, we are not obligated to grant the performance  option.  As of December 31,
2003,  Dr,  Moskowitz  had not been  granted any of these  performance  options;
therefore, they are not included in the table.

(2) The options  are  exercisable  at $0.006 per share;  the value of the common
stock on December 31, 2003 was $0.037 per share. The options were not exercised,
but had they been, the value would have been as reflected above.

Board Compensation

Other than provided  above,  our directors do not receive any  compensation  for
their  services  as  directors,  although  some  directors  are  reimbursed  for
reasonable expenses incurred in attending board or committee meetings.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

The following  table sets forth the ownership of our Common Stock as of the date
of this Form 10-KSB by:

o    Each shareholder known by us to own beneficially more than 5% of our common
     stock;
o    Each executive officer;
o    Each director or nominee to become a director; and
o    All directors and executive officers as a group.


                    Security Ownership of Beneficial Owners:

                   -------------------------------------------
<TABLE>
<CAPTION>
<S>                        <C>                                <C>               <C>              <C>

Title of Class             Name & Address                     Amount            Nature           Percent
--------------             ---------------------------        ------------      --------         --------
Common                     David W. Moskowitz                 51,000,000*       Direct           29.24%
                           9666 Olive Blvd.
                           Suite 310
                           St. Louis, Missouri  63132

Common                     Advanced Optics Electronics        33,364,230        Direct           17.1%
                           8301 Washington Street
                           Suite 5
                           Albuquerque, New Mexico

                                         Security Ownership of Management:
                                    -------------------------------------------
<PAGE>

Title of Class             Name & Address                     Amount            Nature           Percent
--------------             ---------------------------        ------------      --------         --------
Common                     David W. Moskowitz                 51,000,000*       Direct           29.24%
                           9666 Olive Blvd.
                           Suite 310
                           St. Louis, Missouri  63132

Common                     Richard A. Kranitz                 1,000,000          Direct          0.57%
                           1238 12th Avenue
                           Grafton, Wisconsin 53024
--------------             ---------------------------        ------------      --------         --------
Total of Officers and Directors                               52,000,000*       Direct           29.81%

</TABLE>

====================================================================
*David Moskowitz's ownership consists of: (a) his ownership of 12,500,000 shares
of common  stock;  (b)  1,000,000  options to purchase  1,000,000  shares of our
common stock,  the options of which are exercisable at $0.006 per share; and (c)
37,500,000  options  to  purchase  37,500,000  shares of our common  stock,  the
options of which are  exercisable  at 20% of the fair market value of the common
stock on the exercise date.

This table is based upon  information  derived  from our stock  records.  Unless
otherwise  indicated  in the  footnotes  to this table and subject to  community
property laws where applicable,  we believe that each of the shareholders  named
in this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially  owned.  Applicable  percentages are based upon
187,716,591  shares of common stock  outstanding as of March 18, 2004. There are
no pending  or  anticipated  arrangements  that we are aware of that may cause a
change in our control.

Change in Control

We are  not  currently  engaged  in  any  activities  or  arrangements  that  we
anticipate will result in a change in our control.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Financial Statements.

The following  Financial  Statements and Report of Independent  Accountants  are
contained in this Form 10-KSB

<TABLE>
<CAPTION>
<S>                                                                                    <C>

                                                                                           Page
                                                                                        -----------
Report of Independent Registered Public Accounting Firm
     - Stark Winter Schenkirn & Co. LLP                                                     F-1
Report of Independent Registered Public Accounting Firm
     - Rubin, Brown, Gornstein & Co. LLP                                                    F-2

<PAGE>

Consolidated Balance Sheet - December 31, 2004                                              F-3
Consolidated Statements of Operations - The Years Ended
     December 31, 2004 and 2003 and the Period From
     Inception (January 3, 2001) to December 31, 2004                                       F-4
Consolidated Statement of Stockholders' Equity
     For the Period From Inception (January 3, 2001)
     to December 31, 2004                                                                   F-5
Consolidated Statement of Cash Flows - The Years Ended
     December 31, 2004 and 2003 and the Period the Period From
     Inception (January 3, 2001)                                                            F-9
Notes to Consolidated Financial Statements                                             F-11 to F-31

</TABLE>

EXHIBIT
NUMBER    DESCRIPTION
------    ---------------------------------------------------------------------
2         In re: e-Miracle Network, Inc. - Amended Plan of reorganization*

3.1       Articles of Incorporation - E-Kids Network, Inc.*

3.2       Articles  of  Amendment  of the  Articles of  Incorporation  of E-Kids
          Network, Inc.*

3.3       Amended and Restated By Laws of GenoMed, Inc.*

10.1      Agreement  and Plan of  Exchange  by and  Between  GenoMed,  Inc.  and
          Genomic Medicine, LLC and its sole owner*

10.2      Amendment to the Agreement and Plan of Exchange*

10.3      Agreement with Research Capital, LLC*

10.4      Amendment to Agreement with Research Capital, LLC*

10.5      Agreement with DNAPrint Genomics*

10.6      Agreement with Muna, Inc.*

10.7      Agreement with Sequence Sciences, LLC*

10.8      Agreement with Better Health Technologies, Inc.*

10.9      Employment Agreement with Jerry E. White*

10.10     Employment Agreement with David Moskowitz*

10.11     Option Agreement with David Moskowitz*

10.12     Scientific Advisory Board Agreement with Jason Moore*

10.13     Scientific Advisory Board Agreement with Scott Williams*

10.14     Scientific Advisory Board Agreement with Tony Frudakis*

10.15     Resignation of Jerry E. White**

10.16     Settlement Agreement with Jerry E. White**

10.17     Convertible  Promissory  Note dated April 9, 2003  payable to Research
          Capital, LLC***

10.18     Scientific Advisory Board Agreement with Frank Johnson**

10.19     Scientific Advisory Board Agreement with Sergio Danilov**

10.20     Scientific Advisory Board Agreement with Geoffrey Boner**

<PAGE>

10.21     Stock Option Agreement with Peter C. Brooks**

10.22     Stock Option Agreement with David W Moskowitz**

10.23     Stock Option Award Letter to Jason Moore**

10.24     Stock Option Award Letter to Scott Williams**

10.25     Stock Option Award Letter to Tony Frudakis**

10.26     Stock Option Agreement with Richard A. Kranitz**

10.27     Agreement with Advanced Optics Electronics***

10.28     Agreement with Pierpoint Investissements SA***

10.29     Agreement with E & E Communications***

10.30     Amendment to Agreement with Pierpoint Investissements SA

21        List of subsidiaries*

31.1      Certification  Pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002

31.2      Certification  Pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002

32        Certification of Chief Executive Officer and Chief Financial Officer



*Previously filed on April 4, 2002 - Form 10-SB Registration Statement
**Previously filed on May 6, 2003 - Form 10-KSB Annual Report
***Previously filed on April 22, 2004 - Form 10-KSB Annual Report

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our Board of Directors  reviews and  approves  audit and  permissible  non-audit
services performed by its independent  accountants,  as well as the fees charged
for such services.  In its review of non-audit  service fees and its appointment
of Rubin, Brown, Gornstein & Co. LLP, as our independent accountants,  the Board
of Directors  considered  whether the  provision of such  services is compatible
with maintaining independence.  All of the services provided and fees charged by
Stark Winter  Schenkein & Co., LLP in 2003 and 2004 and those  charged by Rubin,
Brown, Gornstein & Co. LLP in 2004, were approved by the Board of Directors.

Audit Fees

The  aggregate  fees billed by for  professional  services  for the audit of our
annual  financial  statements  of the Company  and the reviews of the  financial
statements  included in our  quarterly  reports on Form 10-QSB for 2004 and 2003
were $25,745 and $14,500, respectively, net of expenses.

Audit-Related Fees

There were no other fees billed by our independent  accountants  during the last
two fiscal years for assurance and related services that were reasonably related
to the  performance  of the audit or review of our financial  statements and not
reported under "Audit Fees" above.

Tax Fees

The  aggregate  fees billed  during the last two fiscal  years for  professional
services  rendered for tax  compliance for 2004 and 2003 were $1,600 and $1,750,
respectively.

All Other Fees

There were no other fees billed by our independent  accountants  during the last
two fiscal years for products and services provided.

SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

GenoMed, Inc.
(Registrant)

By /s/ David Moskowitz
  -------------------------
David Moskowitz, Chairman of the Board and Chief Executive Officer,
Principal Financial Officer, Principal Accounting Officer

Date:  April 1, 2005

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
<S>                                         <C>                                         <C>

Signature                                   Title                                       Date

/s/ David Moskowitz                         Chairman of the Board,                      April 1, 2005
-------------------------                   President
David Moskowitz

/s/ Robyn Owens                             Chief Financial Officer                     April 1, 2005
-------------------------
Robyn Owens

</TABLE>